Prospectus Brochure of the Bond Berkshire Hathaway Inc
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Prospectus Supplement http://www.sec.gov/Archives/edgar/data/1067983/000119312513030238/d474751d424b2.htm http://www.oblible.com 424B2 1 d474751d424b2.htm PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-186257 Calculation of Registration Fee Amount to be Amount of Title of each class of securities to be registered registered registration fee (1) 0.800% Senior Notes due 2016 $ 300,000,000 $ 40,920 1.550% Senior Notes due 2018 $ 800,000,000 $ 109,120 3.000% Senior Notes due 2023 $ 500,000,000 $ 68,200 4.500% Senior Notes due 2043 $1,000,000,000 $ 136,400 TOTAL $2,600,000,000 $ 354,640 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. 1 of 46 1/31/2013 8:08 AM Prospectus Supplement http://www.sec.gov/Archives/edgar/data/1067983/000119312513030238/d474751d424b2.htm http://www.oblible.com Table of Contents Prospectus Supplement to Prospectus dated January 28, 2013 $2,600,000,000 $300,000,000 0.800% Senior Notes due 2016 $800,000,000 1.550% Senior Notes due 2018 $500,000,000 3.000% Senior Notes due 2023 $1,000,000,000 4.500% Senior Notes due 2043 We are offering (i) $300,000,000 of our 0.800% Senior Notes due 2016, (ii) $800,000,000 of our 1.550% Senior Notes due 2018, (iii) $500,000,000 of our 3.000% Senior Notes due 2023, and (iv) $1,000,000,000 of our 4.500% Senior Notes due 2043 (together, the “notes”). Interest on the 0.800% Senior Notes due 2016, the 3.000% Senior Notes due 2023, and the 4.500% Senior Notes due 2043 will accrue from the date of original issuance, expected to be February 11, 2013, and will be payable on February 11 and August 11 of each year, commencing on August 11, 2013. Interest on the 1.550% Senior Notes due 2018 will accrue from the date of original issuance, expected to be February 11, 2013, and will be payable on February 9 and August 9 of each year, commencing on August 9, 2013. The 0.800% Senior Notes due 2016 will mature on February 11, 2016, the 1.550% Senior Notes due 2018 will mature on February 9, 2018, the 3.000% Senior Notes due 2023 will mature on February 11, 2023, and the 4.500% Senior Notes due 2043 will mature on February 11, 2043. We may redeem the 1.550% Senior Notes due 2018, the 3.000% Senior Notes due 2023, and the 4.500% Senior Notes due 2043, in whole or in part, at any time at the redemption prices as described under “Description of the Notes — Optional Redemption.” We will not have the right to redeem the 0.800% Senior Notes due 2016 prior to their maturity. The notes will be senior unsecured indebtedness of Berkshire Hathaway Inc. and will rank equally with all of its other existing and future senior unsecured indebtedness. The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The risks involved in investing in our debt securities are described in the “Risk Factors” section on page S-6 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. 2 of 46 1/31/2013 8:08 AM Prospectus Supplement http://www.sec.gov/Archives/edgar/data/1067983/000119312513030238/d474751d424b2.htm Per 0.800% Per 1.550% Per 3.000% Per 4.500% Senior Note Senior Note Senior Note Senior Note due 2016 due 2018 due 2023 due 2043 Tot al Initial public offering price(1) 99.991% 99.861% 99.154% 98.686% $2,581,491,000 Underwriting discount 0.200% 0.325% 0.425% 0.750% $ 12,825,000 Proceeds, before expenses, to Berkshire Hathaway Inc. 99.791% 99.536% 98.729% 97.936% $2,568,666,000 (1) Plus accrued interest from February 11, 2013, if delivery of the notes occurs after such date. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about February 11, 2013. Goldman, Sachs & Co. Wells Fargo Securities Prospectus Supplement dated January 29, 2013 3 of 46 1/31/2013 8:08 AM Prospectus Supplement http://www.sec.gov/Archives/edgar/data/1067983/000119312513030238/d474751d424b2.htm Table of Contents TABLE OF CONTENTS Prospectus Supplement Page Forward-Looking Information S-i About this Prospectus Supplement S-i Summary S-1 Risk Factors S-6 Use of Proceeds S-7 Description of the Notes S-8 Material United States Federal Income and Estate Tax Considerations S-15 Underwriting S-19 Legal Matters S-23 Experts S-23 Prospectus Page Forward-Looking Information i About This Prospectus 1 Where You Can Find More Information 1 Incorporation By Reference 2 Risk Factors 4 Use of Proceeds 5 Description of the Debt Securities 6 Plan of Distribution 10 Legal Matters 11 Experts 11 You should read this prospectus supplement, the accompanying prospectus and any related free writing prospectus we file with the Securities and Exchange Commission (the “SEC”) carefully before you invest in the notes. This document contains or incorporates by reference important information you should consider before making your investment decision. You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any such free writing prospectus. We have not, and the underwriters have not, authorized anyone else to provide you with any different or additional information. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus (as updated by this prospectus supplement) or any such free writing prospectus is accurate as of any date other than their respective dates, or that the information we previously filed with the SEC and incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. 4 of 46 1/31/2013 8:08 AM Prospectus Supplement http://www.sec.gov/Archives/edgar/data/1067983/000119312513030238/d474751d424b2.htm Table of Contents FORWARD-LOOKING INFORMATION Certain statements contained, or incorporated by reference, in this prospectus supplement are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by us, which may be provided by management are also forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about us, economic and market factors and the industries in which they do business, among other things. These statements are not guarantees of future performance and we have no specific intention to update these statements. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause our actual performance and future events and actions to differ materially from such forward-looking statements, include, but are not limited to, continuing volatility in the capital or credit markets and other changes in the securities and capital markets, changes in market prices of our investments in fixed maturity and equity securities, losses realized from derivative contracts, the occurrence of one or more catastrophic events, such as an earthquake, hurricane, or act of terrorism that causes losses insured by our insurance subsidiaries, changes in laws or regulations, changes in federal income tax laws, and changes in general economic and market factors that affect the prices of securities or the industries in which we and our affiliates do business. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or developments after the date of this prospectus supplement. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated herein and therein by reference, on the other hand, you should rely on the information contained in this prospectus supplement. The information in this prospectus supplement is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus supplement, the accompanying prospectus, or documents to which we otherwise refer you. We are not making an offer of these securities in any jurisdiction where the offer or sale is not permitted.